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EXHIBIT 


OF      THE 


WILMINGTON  &  MANCHESTER 


RAILROAD    COMPANY. 


1851. 


. 


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William  Van  Norden,  Printer,  120  Fulton  Street,  N.  Y. 


Library 

OF  THE 

University  of  NortK   Carolina 

This  book  was  presented  by 


0^>  3£5>  I  -  Vsj  ns*. 


M.Det'Hay   y->jfll 


XHIB'IT 


OF   THE 


CONDITION    AND    PROSPECTS 


OF  THE 


WILMINGTON  &  MANCHESTER 


RAILROAD   COMPANY. 


CHARTERED  BY  THE  STATES  OF  NORTH  AND  SOUTH  CAROLINA 


NEW  YORK  : 

WM.  VAN  NORDEN,  PRINTER,  120  FULTON  STREET. 
1851. 


Digitized  by  the  Internet  Archive 

in  2012  with  funding  from 

University  of  North  Carolina  at  Chapel  Hill 


http://www.archive.org/details/exhibitofconditiOOwilm 


OF    THE    CONDITION    AND    PROSPECTS    OF    THE 


WILMINGTON  AND  MANCHESTER  RAILROAD  COMPANY. 


OnABlEBED    BY    THE     STATES    OF    NORTH    AND    SOUTH     CAROLINA. 


The  Wilmington  and  Manchester  Railroad  now  in  pro- 
gress extends  from  Wilmington,  North  Carolina,  the  ter- 
minus of  the  Wilmington  and  Raleigh  Railroad,  (now  in 
operation,)  to  the  Camden  Branch  of  the  South  Carolina 
Railroad,  (also  in  operation,)  near  Manchester,  South  Ca- 
rolina, a  distance  of  162  miles. 

By  means  of  this  road,  the  great  chain  of  railroads 
along  the  Atlantic  coast,  from  Montgomery,  Ala.,  to  the 
northern  cities,  will  be  complete,  and  the  disagreeable 
sea  route  from  Wilmington  to  Charleston,  S.  C,  so  much 
dreaded  and  deprecated  by  the  travelling  public,  dis- 
pensed with. 

Besides,  in  taking  the  place  of  the  Wilmington  boats, 
it  must  inevitably  be  substituted  in  their  stead  for  the 
transportation  of  the  main  northern  and  southern  mail,  a 
change  now  greatly  desired  by  the  post-office  department 
and  the  public  generally  ;  and  especially  so  by  the  Wil- 
mington and  Raleigh  Railroad  Company,  who  are  anxious 
-to  dispense  with  their  boat  line,  heretofore  and  still  entail- 
ing upon  them  a  heavy  expense  and  but  little  profit. 


The  transportation  by  this  road  of  the  mail,  will  shorten 
the  schedule  time  from  New  York  to  Augusta,  Georgia, 
about  nineteen  hours,  assuming  that  the  rest  of  the  pre- 
sent route  in  connection  with  it,  is  retained ;  but  by  some 
modifications  of  the  schedule,  much  more  time  may  be 
saved,  and  so  soon  as  the  Georgia  Railroad  connects  with 
Montgomery,  Ala.,  (the  work  on  which  is  now  progressing 
in  a  manner  that  puts  its  completion  beyond  doubt  within 
the  next  twelve  months,)  the  saving  of  time  from  New 
York  to  New  Orleans  would  be  from  sixty  to  seventy 
hours. 

The  position  of  this  Road,  its  connections  North  and 
South,  its  easy  grades,  freedom  from  curves,  and  conse- 
quently cheap  construction,  is  such  as  to  put  it  beyond 
the  competition  of  any  other  route  for  the  mail  and  travel 
betwixt  New  Orleans  and  New  York.  This  consideration 
had  great  weight  in  the  original  undertaking,  and  has 
given  confidence  to  its  stockholders  and  friends  ever 
since. 

By  an  examination  of  the  map,  it  will  be  seen  how  the 
extension  south  and  west  from  the  Georgia  Roads  are 
progressing ;  and  as  these  avenues  of  travel  are  opened, 
their  lateral  branches  multiplied,  and  the  intercourse  be- 
twixt that  country  and  the  northern  cities  increased,  the 
amount  of  travel  which  must  pass  over  this  road  as  the 
great  trunk  line  of  communication  from  North  to  South, 
cannot  now  be  fairly  estimated  by  any  comparison  which 
can  be  drawn  from  the  present  business  of  the  connect- 
ing lines  now  in  operation  on  either  side  of  it. 

The  route  selected  for  the  Railroad  between  Wilming- 
ton and  Manchester  is  direct  and  level,  shorter  than  any 
road  now  travelled.  One  hundred  and  fifty- four  miles  of 
the  distance  is  made  up  of  straight  lines,  connected  by 
easy  curves, — only  eight  miles  of  curves  occur  in  the 
whole  distance,  and  four  and  a  half  miles  of  this  is  in 
descending  the  grade  at  the  junction  with  the  South  Ca- 
rolina Railroad. 


Iii  no  instance  is  the  grade  over  thirty  feet  per  mile, 
and  this  for  a  short  distance  in  particular  localities. 

From  the  crossing  of  the  great  Pee  Dee  River  in  South 
Carolina,  to  Wilmington,  a  distance  of  ninety-five  miles, 
the  greatest  resistance  encountered  in  the  direction  of  the 
greatest  traffic,  is  that  due  to  a  grade  of  fifteen  feet  per 
mile,  and  this  line,  with  few  exceptions  a  straight  one. 

This  Road  occupies  an  intermediate  position  at  its 
crossing  of  the  great  Pee  Dee  River,  with  Cheraw,  (the 
head  of  navigation  of  that  river,)  and  the  sea  coast,  being 
about  forty  miles  distant  from  the  former  and  from  fifty 
to  sixty  miles  of  the  latter. 

The  country  through  which  it  is  located  in  South  Ca- 
rolina, (some  ninety-five  miles,)  is  uniformly  fertile,  pro- 
ducing cotton  and  corn  in  great  abundance,  and  much  of 
it  well  adapted  to  wheat.  It  is  so  located  as  to  be  within 
twenty  miles  of  the  extreme  of  the  productive  cotton  re- 
gion below  it,  and  lies  below  that  region  along  the  valley 
of  the  great  Pee  Dee  and  its  tributaries,  the  only  outlet 
to  market  for  which  is  the  Great  Pee  Dee  River,  which  is 
not  generally  navigable  for  steamers  from  June  to  the 
middle  of  November,  but  light  boats  used  as  lighters  from 
Cheraw  to  the  crossing  of  the  road  can  be  ordinarily  used 
throughout  the  entire  season. 

Once  in  operation,  it  will  command  the  whole  trade  of 
the  Pee  Dee  country  as  well  as  a  portion  of  the  valley  of 
-  the  Wateree,  as  the  cost  of  transportation  will  not  be 
equal  to  the  freights  on  the  rivers,  which  at  the  most  im- 
portant season  to  the  cotton  planters,  (the  coming  in  of 
the  new  crop,)  are  too  low  for  navigation. 

Accurate  estimates  from  the  census  recently  taken,  and 
from  the  actual  receipts  of  cotton  in  Charleston  during 
the  season  of  1849-50,  from  the  Pee  Dee  steamers,  show 
that  the  country  through  which  this  road  runs  in  South 
Carolina,  and  that  tributary  to  it  for  transportation,  pro- 
duced in  1849  some  70,000  bales  of  cotton  averaging  450 
lbs.  each.     This  production,  large  as  it  may  seem,  will 


,  in  a  few  years  be  increased  considerably,  as  valuable  bo- 
dies of  land  are  being  prepared  and  sought  for  along  por- 
tions of  the  line  hitherto  neglected,  for  want  of  facilities 
of  transportation  to  market,  except  at  great  expense. 

In  that  portion  of  North  Carolina  traversed  by  this  road 
contiguous  to  South  Carolina,  the  soil  is  equally  adapted 
to  the  cultivation  of  cotton,  but  has  not  hitherto  been  used 
for  that  purpose,  owing  to  its  distance  from  market  and 
the  means  of  reaching  it. 

The  whole  line  in  that  State,  however,  is  through  a 
thick  forest  of  the  best  pine,  well  adapted  to  the  making 
of  naval  stores,  as  also  affording  the  best  timber  for  lum- 
ber and  shipping  purposes,  or  at  least  as  good  as  can  be 
found  in  the  South. 

The  low  grades  to  Wilmington  will  enable  the  Com- 
pany to  transport  with  profit  all  of  these  articles  to  that 
port,  which  is  now  the  most  prominent  in  that  trade  of 
any  southern  city. 

The  facilities  possessed  at  Wilmington  for  storing  and 
disposing  of  these  articles  are  most  ample,  as  the  Com- 
pany own  a  ferry  and  causeway  to  the  town  of  near  one 
hundred  years'  standing,  and  own  not  only  the  ferry  and 
adjoining  wharf,  sufficiently  large  for  their  immediate  bu- 
siness, but  have  purchased  upwards  of  one  hundred  and 
fifty  acres  of  land,  and  nearly  one  and  a  half  miles  of 
river  front  opposite  the  town,  which  have  already  appreci- 
ated in  value,  and  for  which  they  have  paid  some  $25,000. 

The  Company  propose  to  have  their  warehouses  and 
wharfs  so  constructed  as  that  vessels  can  load  and  dis- 
charge their  cargoes  at  a  trifling  expense  to  the  owners 
of  produce  and  merchandize. 

The  Wilmington  and  Raleigh  R.  R.  Co.  have  been  and 
are  now  realizing  large  receipts  for  the  transportation  of 
naval  stores,  and  the  country  in  North  Carolina  topped  by 
this  road,  is  now  much  better  adapted  to  the  producing 
of  these  articles,  as  the  pine  timber  is  more  abundant 
and  not  injured  by  use. 


The  right  of  way  has,  with  a  few  exceptions,  been  re- 
leased to  the  Company,  without  charge,  including  depots, 
water  stations,  and  depot  grounds  of  five  acres  each. 
These  exceptions  are  confined  chiefly  to  trust  estates  and 
property  held  by  minors,  and  if  it  were  all  necessary  to 
be  paid  for,  the  price  would  not  exceed,  it  is  believed, 
five  thousand  dollars. 

At  the  junction  with  the  South  Carolina  Railroad,  ar- 
rangements are  making  which  will  throw  every  facility 
in  the  way  of  the  Company  both  in  respect  to  travel  and 
transportation,  that  will  occasion  no  delay  in  either.  So 
that  having  a  communication  by  railroad  to  two  seaports, 
the  Company  enjoy  advantages  in  respect  to  transportation 
possessed  by  few  others. 

In  addition  to  the  business  immediately  tributary  to  the 
road,  a  Company  has  been  chartered  by  the  South  Caro- 
lina Legislature  to  build  a  road  from  Cheraw  to  connect 
with  this  a  few  miles  west  of  the  Great  Pee  Dee  River, 
which  will  be  commenced  so  soon  and  it  is  thought  before 
this  road  reaches  that  far  east  from  its  junction  with  the 
South  Carolina  Railroad.  This,  with  plank  roads  extend- 
ing into  the  wealthy  cotton  region  of  North  Carolina  from 
Cheraw,  now  contemplated,  will  give  a  large  increase  in 
the  transportation  of  cotton,  wheat,  corn,  and  merchan- 
dize, and  put  an  end  to  the  steam  navigation  of  the  Pee 
Dee  altogether. 

CAPITAL    STOCK. 

The  Capital  Stock  is  fixed  by  the  Charter  at  $1,500,000, 
with  the  privilege  on  the  part  of  the  Company  to  increase 
it  at  their  option  to  83,000,000. 

COST. 

Mr.  Fleming,  the  engineer  of  the  Company,  who  has 
been  upon  the  work  since  its  commencement,  and  who 


located  the  road,  submitted  estimates  of  the  costs  to  the 
meeting  of  Stockholders  in  January  last,  when  he  was 
enabled  to  speak,  from  two  years  experience,  of  the  actual 
cost.     It  was  as  follows  : — 

Graduation  and  Bridging,  -  -  -  -  $470,000 
Superstructure  Iron,  51  lbs.  per  yard,  850,000 
Superintendence  of,  finished  in  2  years,  40,000 
Contingencies,  - 6,000 


Machinery,   --------     $1,421,000 

8  Locomotives,     -     -     -     -     $56,000 

8  Passenger  Cars,        -     -     -    16,000 

6  Mail  Cars,    -----         9,000 

60  Freight  Cars,       -     -     -     -    48,000 

$129,000 


Total  cost  of  Road  and  outfit,    -     -     $1,550,000 

"  The  total  length  of  the  Road  is  1,619  miles,  and  con- 
sequently the  total  cost  per  mile,  is  $9,574,  which  is  far 
below  the  cost  of  any  road  constructed  with  as  heavy 
iron,  and  so  permanent  plans." 

This  appears  to  be  a  very  low  cost  for  such,  a  work, 
and  ordinarily  it  would  be,  but  when  it  is  recollected  that 
the  slight  excavations  and  embankments  which  are  en- 
countered, are  through  a  country  where  there  is  no  rock, 
and  but  little  hard  clay,  and  also,  that  the  timber  is 
abundant  along  the  whole  line,  of  the  best  pitch  pine, 
almost  the  only  cost  of  which  is  the  preparation  of  it  for 
market,  it  will  not  be  regarded  so  remarkable.  It  is  es- 
pecially entitled  to  confidence  when  the  grading  is  based 
on  contracts  more  than  one  half  of  which  have  been 
finished  and  paid  for,  and  the  balance  let  at  stipulated 
prices,  and  progressing,  and  the  timber  on  40  miles  of  the 
Road,  which  is  the  most  expensive  part,  in  respect  to  that 
article  contracted  for,  and  in  a  state  of  delivery.     Since 


9 

then,  contracts  for  timber  as  well  as  for  an  additional 
quantity  of  iron  have  been  made  which  fully  sustain  the 
estimates. 

WAYS  'AND    MEANS. 

To  meet  the  above  expenditures  for  constructing  the 
Road  and  putting  it  an  operation,  the  Company  rely  upon 
the  following  means,  part  of  which  have  been  already  ap- 
propriated and  expended  as  will  be  presently  noticed. 

Subscriptions  of  Capital  Stock  by  individuals 
in  North  and  South  Carolina,  -     -     ,     -     _  $651,000 

Six  per  cent.  Bonds  of  the  town  of  Wilming- 
ton, N.  C.j  authorized  by  the  Legislature  of 
North  Carolina,  taken  in  payment  for  Stock,      -  $100,000 

Subscription  of  the  State  of  South  Carolina,     $200,000 


$951,000 


To  be  raised  by  the  Bonds  of  the  Company, 
convertible  into  Stock  and  secured  by  mortgage, 
to  complete  purchase  of  rails,  machinery,  and 
prepare  it  for  running,     --------  $600,000 


$1,551,000 
There  might  be  added  to  the  subscription  of 
Stock,  that  made  by  the  Legislature  of  North 
Carolina  at  its  session  of  1851,  of      -     -     _     _   $200,000 

But  this  latter  subscription  is  coupled  with  conditions 
which  has  induced  the  Company  to  decline  accepting  it 
for  the  present.  At  the  last  meeting  of  the  Stockholders 
it  was  left  to  the  Board  of  Directors  to  acceptor  reject  it, 
and  as  they  have,  till  January  next,  by  the  terms  of  the 
subscription  to  decide,  they  have  deemed  it  proper  to 
leave  it  for  the  present  open  for  consideration.  If  it  is 
deemed  for  the  interest  of  the  Company,  it  will  be  re- 
ceived, otherwise  not. 

2 


10 

The  individual  subscriptions  are  in  small  amounts,  in 
proportion  to  the  means  of  the  subscribers,  and  the  amount 
stated  above  are  regarded  available. 

The  subscription  of  the  State  of  South  Carolina  has 
been  appropriated  for  the  purchase  of  3,200  tons  of  T 
rails,  to  be  laid  down  from  the  junction  of  the  South  Caro- 
lina Rail  Road,  the  last  of  which,  by  the  contract,  is  to 
be  delivered  in  June  next.  About  one-half  of  this 
amount  has  been  delivered,  or  is  on  its  way  to  Charleston, 
S.  C,  and  the  work  of  laying  it  down  at  the  junction  has 
commenced. 

ESTIMATED  PROFITS  OF  THE  ROAD. 

In  connection  with  this  subject,  one  remark  will  apply, 
not  generally  applicable  to  enterprises  of  this  sort,  and  that 
is,  it  will  not,  after  it  is  finished  and  in  operation,  have  to 
make  its  business  ;  that  business  is  already  made  and 
waiting  for  its  completion  to  be  at  once  thrown  upon  it. 

On  the  south  will  be  railroad  connections  to  Montgom- 
ery, Ala.,  (the  present  route  of  the  mail  and  travel,)  and 
also  to  Nashville,  Tenn.,  with  the  route  shortened  some 
twelve  hours  to  Wilmington  ;  and  on  the  north  will  be 
the  same  mail  connections  to  New  York,  with  a  line 
branching  off  from  Weldon,  North  Carolina,  (the  Seaboard 
and  Roanoake  road,  now  nearly  finished  to  that  point,) 
opening  an  expeditious  and  pleasant  communication  with 
the  same  point  along  the  coast,  with  commodious  steam- 
ers on  the  Chesepeake  and  aline  of  fine  boats  now  build- 
ing, from  New  York  to  Norfolk. 

In  addition  to  this,  the  country  through  which  it  runs, 
already  finely  developed  and  rapidly  improving,  is  pro- 
ducing large  quantities  of  cotton,  grain,  and  other  pro- 
ducts, which  must  seek  it  at  once  as  the  speediest  and 
cheapest  route  to  the  seaboard,  and  the  immense  amount 
of  merchandize  purchased  in  New  York  and  Charleston 
for  the  fall  and  winter  trade  for  the  whole  Pee  Dee  coun- 


11 

try,  including  that  in  North  as  well  as  South  Carolina, 
will  be  gladly  thrown  upon  it,  to  reach  its  destination 
seasonably,  having  heretofore  to  remain  in  Charleston  on 
account  of  low  water  in  the  Pee  Dee  and  other  streams, 
until  one  half  the  business  season  has  passed. 

The  completion  of  this  road  will  create  a  new  state  of 
things,  and  it  will  be  immediately  put  in  requisition  to 
avoid  these  serious  and  expensive  delays  in  the  business 
of  merchants  and  others. 

With  respect  to  the  mail,  this  road  will  be  a  first-class 
line,  and  will  receive  the  maximum  pay  now  allowed  on 
other  first-class  lines.  This,  therefore,  can  be  easily  ar- 
rived at. 

With  respect  to  the  travel,  some  data  may  be  obtained 
by  taking  that  on  the  adjoining  roads,  which  on  them  is 
steadily  increasing  with  their  recent  improvements  in 
laying  down  a  heavy  rail,  notwithstanding  the  objection 
to  a  sea  route  from  Charleston  to  Wilmington.  As  a  mat- 
ter of  course,  the  increase  will  be  greater  when  the  con- 
nection is  complete. 

The  freights  from  produce  and  merchandize  can  only 
be  approximated  by   a  comparison  with    the  receipts  of 
the  same  roads,  and  a  knowledge  of  the  resources  of  the 
country  through  which  it  runs. 

The  last  census  shows  that  the  three  districts  in  South 
Carolina  through  which  this  road  runs  centrally,  produced 
in  1S49,  about  40,000  bales  of  cotton,  increased  some 
5,000  in  1850. 

This,  together  with  that  of  the  districts  and  counties 
above  the  line  of  the  road  tributary  to  the  Pee  Dee,  must 
seek  this  road  as  a  means  of  reaching  market  eventually. 

Mr  Fleming,  the  engineer,  who  was  engaged  in  the 
construction  of  the  Wilmington  and  Raleigh  Road,  and 
for  some  time  superintendent  of  it,  submitted  some  es- 
timates based  upon  the  receipts  of  that  Company,  as  per 
their  report  in  Nov.  1S50. 


12 

The  receipts  of  that  Road  were,  from  local  business  : 

Passengers,      -     -     -     $62,382  62 
Freight, 71,051  26 

— $133,433  88 
Through  Passengers,        96,853  33 
Mail,     -  \ 40,477  50 

—  137,330  83 

Total, $270,764  71 

He  says  : — "  It  will  be  observed  that  the  local  business 
is  nearly  one  half  the  receipts,  and  that  is  an  increase 
over  the  previous  year  of  $26,235,  or  nearly  25  per  cent.  ; 
and  with  an  increased  motive  power,  the  road  re-laid 
with  a  heavy  rail,  no  doubt  is  entertained  but  a  corres- 
ponding increase  will  ensue  for  several  years.  The 
country  through  which  your  road  passes  contains  a  larger 
population,  its  productions  are  more  varied  and  valuable, 
and  consequently  will  bear  a  higher  rate  of  transportation 
than  those  transported  on  the  Wilmington  and  Raleigh 
Road.  I  assume  it,  therefore,  as  an  incontrovertible  fact, 
that  the  local  business  of  your  line  will  exceed,  while  the 
through  passengers  and  mail  will  yield  the  same  revenue 
as  the  Wilmington  and  Raleigh  Road." 

The  receipts  of  this  latter  Company  (W.  andR.  R.  R.) 
for  the  last  six  months,  and  since  their  report  was  made, 
exceed  those  of  the  corresponding  six  months  of  the  pre- 
vious year  $52,101  90,  as  appears  by  a  certificate  of  the 
treasurer  to  me  ;  and  with  a  corresponding  increase  in 
the  next  six  months,  will  swell  the  receipts  of  that  Com- 
pany to  more  than  $100,000  over  those  of  the  last  year. 

That  road  does  not  pass  through  a  cotton  country,  and 
the  road  to  Manchester  having  all  the  advantages  of  that 
in  other  respects,  must  of  course  command  a  better  local 
business. 


13 

The  receipts  of  the  South  Carolina  Railroad  (a  distance 
of  240  miles,  including  the  branches  to  Columbia  and 
Camden)  for  the  year  ending  on  12th  February  last,  were 

$912,720  25. 

Of  this  the  receipts  from  travel  were,  $272,373  37 

From  freights, 593,356  7S 

From  mail  and  minor  sources,   -     -     -    46,9S0  15 

showing  a  vast  difference,  compared  with  the  Wilming- 
ton and  Raleigh  Road. 

The  line  of  the  Wilmington  and  Manchester  Railroad, 
in  South  Carolina,  is  through  as  thickly  inhabited  and  as 
productive  a  country  as  any  portion  of  the  South  Carolina 
Railroad,  for  the  same  distance,  and  will  command  as 
good  a  local  business  and  travel.  So  that  it  is  deemed 
but  fair  to  take  some  medium  betwixt  the  receipts  of  the 
other  two  Companies  coming  nearer  to  the  receipts  of  the 
Wilmington  and  Raleigh  Road,  to  be  safe. 

But,  taking  the  receipts  of  the  last  year  of  that  Road, 
and  assuming  that  the  next  six  months  of  this  will  equal 
the  last  six,  and  we  have  for  that  road  : 

Receipts  for  one  year,  to  Nov.,  1S50, 

as  per  report,        -  $270,764  71 

Increased  receipts  of  1851,  -         -         104,203  SO 


$3S1,96S  51 


50  per  cent,  off  for  expenses,  which, 

on  the  net  receipts,  ($1,550,000,)       195, 9S4  25 

is  over  12  per  cent.,  or  10  per  cent,  and  40,9S4  25,  to  ap- 
propriate to  interest  on  the  debt  of  the  Company. 

PROGRESS  OF  THE  WORK. 

On  the  first  day  of  January  last,  the  Engineer  reported 
that  the  grading -of  one-half  the   road   had    been  finished, 


14 

and  the  balance  of  the  grading  under  contract  and  in 
progress. 

The  work  has  been  pushed  with  energy  since  then,  and 
the  Company  have  the  guaranty  that  it  will  be  ready  in 
full  time  for  the  iron. 

The  timbers  on  40  miles  of  the  road  in  South  Carolina, 
are  being  delivered,  and  a  large  part  of  the  balance  as 
well  as  that  for  bridging,  is  under  contract,  which,  to- 
gether with  all  the  rest,  the  Company  can  obtain  as  soon 
as  needed. 

There  are  purchased  and  in  a  course  of  delivery  in 
Charleston,  for  the  western  end  of  the  road,  3,200  of  T 
rails,  weighing  51  pounds  per  yard,  and  a  contract  has 
been  made  for  delivery  at  Wilmington,  in  November  and 
January  next,  lor  3,000  tons  of  the  same,  for  all  of  which 
the  means  are  provided  to  pay,  without  contracting  any 
debt. 

When  this  Iron  (6,200  tons)  is  delivered,  there  will 
have  been  expended  on  the  Road,  including  the  Iron, 
some  $700,000.  Contracts  have  also  been  made  for  a 
locomotive  and  the  necessary  cars  to  lay  the  road,  and  to 
answer  for  present  purposes  in  its  running,  when  laid,  to 
the  extent  of  the  Iron  now  purchased. 

For  the  balance  of  the  Iron,  (7,000  tons,)  Machinery, 
Passenger  and  Freight  Cars,  Chairs,  Spikes,  &c,  the 
Company  propose  to  borrow  money  on  their  seven  per 
cent,  mortgage  Bonds,  payable  in  1S66,  in  the  City  of 
New  York,  with  the  interest,  payable  there  semi-annually, 
and  to  secure  them  by  a  mortgage  of  the  property  and 
effects  of  the  Company,  now  in  possession  and  to  be  ac- 
quired, by  the  proceeds  of  the  Bonds  when  realized,  in- 
cluding the  Iron,  Machinery,  Depots,  Depot  grounds  and 
franchises  of  every  kind. 

They  propose  to  make  their  mortgage  to  cover  Bonds 
to  the  amount  of  six  hundred  thousand  dollars,  feeling 
well  satisfied   that,  if  necessary,   other   subscriptions   of 


15 

Stock,  besides  that  of  the  State  of  North  Carolina,  can 
be  fully  relied  upon  to  finish  the  road,  and  put  it  in  opera- 
tion. 

The  mortgage  they  regard  as  an  ample  security  for  the 
whole  debt,  as  they  have  every  confidence  that  the  busi- 
ness of  the  road  will  be  such  as  to  induce  the  Bond-hold- 
ers to  convert  them  into  stock  before  their  maturity.  The 
holders  of  the  bonds  may  rely  with  the  fullest  confidence 
that  the  interest  and  principal  will  be  promptly  met,  as  the 
proposed  loan  is  the  first  and  only  debt  of  the  Company. 

The  promptness  with  which  the  adjoining  Companies 
have  uniformly  met  their  payments  of  principal  and  inte- 
rest, notwithstanding  their  far  heavier  liabilities,  than  we 
propose,  and  the  present  increased  value  of  their  stock 
and  securities  afford  evidence  that  the  securities  we  offer 
will  be  a  safe  and  profitable  investment  of  capital. 

Messrs.  Winslow,  Lanier  &  Co.,  No.  52  Wall  Street, 
New  York,  are  the  Agents  of  the  Company  to  sell  the 
Bonds,  to  whom  we  refer  for  any  further  information 
desired. 

W.  W.  HARLLEE, 

President. 
New  York,  1st  May,  1851. 


APPENDIX. 


EXTRACT  FROM  LAW  OF  SOUTH  CAROLINA. 

Extract  from  an  Act  of  the  Legislature  of  South  Carolina, 
and  ot  the  Legislature  of  North  Carolina,  entitled  "  An 
Act  to  charter  the  Wilmington  and  Manchester  Railroad 
Company."  Ratified  by  the  Legislature  of  South  Caro- 
lina on  the  18th  of  December,  1846,  and  by  the  Legis- 
lature of  North  Carolina  on  the  9th  of  January,  1847. 

Section  1. — "  Be  it  enacted  by  the  Honorable  the  Se- 
nate and  House  of  Representatives,  now  met  and  sitting 
in  General  Assembly,  and  by  the  authority  of  the  same, 

That  for  the  purpose  of  establishing  a  communication 
by  Railroad  between  the  States  of  South  and  North  Caro- 
lina, from  Wilmington  in  the  last  mentioned  state,  or  from 
some  point  near  that  place,  to  Manchester  in  South  Caro- 
lina, or  to  some  point  near  that  place,  the  formation  of  a 
Corporate  Company  is  hereby  authorized,  to  be  called  the 
Wilmington  and  Manchester  Railroad  Company,  which 
company  when  formed,  in  compliance  with  the  conditions 
herein  prescribed,  shall  have  corporate  existence  as  a  body 
politic  in  perpetuity,  in  each  of  the  states  aforesaid." 


17 


EXTRACT  FROM  LAW  OF  NORTH  CAROLINA. 

An   Act    to  amend  the  charter  of  the  Wilmington  and 
Manchester  Railroad  Company. 

Section.  1 — Be  it  enacted  by  the  General  Assembly 
of  the  State  of  North  Carolina,  and  it  is  hereby  enacted 
by  the  authority  of  the  same,  that  the  fifteenth  section  of 
an  act,  ratified  the  ninth  day  of  January,  one  thousand, 
eight  hundred  and  forty  seven,  entitled.  "  An  Act  to 
Charter  the  Wilmington  and  Manchester  Railroad  Com- 
pany,"  be  so  amended  as  to  authorize  the  President  and 
Directors  of  the  said  Company  to  issue  bonds  or  notes, 
bearing  seven  per  cent,  interest,  which  interest  shall  be 
payable  semi-annually,  for  the  purpose  of  borrowing  mo- 
ney to  complete  and  stock  their  road. 

Section  2. — Be  it  further  enacted,  that  the  said  section 
of  said  act  be  farther  amended,  so  as  to  authorize  the 
President  and  Directors  of  the  said  Company  to  sell  or 
dispose  of  the  bonds  or  notes  of  the  said  Company,  authc- 
thorized  under  that  section,  to  be  issued  and  made  pay- 
able, either  in  this  State  or  out  of  it,  upon  such  terms  as 
they  may  deem  best  for  the  interest  of  the  Company,  and  the 
sale  of  any  such  bonds  or  notes,  for  the  purpose  of  borrow- 
ing money  to  complete  and  stock  their  road,  shall  be  valid 
and  binding  on. said  Company. 

Read  three  times  and  ratified  in  General  Assembly,  this 
28th  day  of  January,  A.  D,  1851. 

Section  14. — "  Be  it  enacted  that  the  President  and 
Directors,  or  a  majority  of  them,  shall  have  power  to 
borrow  money  for  the  objects  of  this  act  to  issue  cer- 
tificates or  other  evidences  of  such  loans,  and  to  make 
the  same  convertible  into  the  stock  of  the  Company,  at  the 
pleasure  of  the  holder.  Provided,  that  the  capital  shall  not 
thereby  be  increased  to  an  amount  exceeding  three  mil- 

3 


18 

lions  of  dollars ;  and  to  pledge  the  property  of  the  Com- 
pany for  the  payment  of  the  same  with  interest ;  Provided, 
that  no  certificate  of  loan  convertible  into  stock,  or  creating 
any  lien  or  mortgage  on  the  property  of  the  Company, 
shall  be  issued  by  the  President  and  Directors,  unless  the 
expediency  of  making  a  loan  on  such  terms,  and  of  issu- 
ing such  certificates,  shall  have  first  been  determined  on, 
at  a  general  meeting  of  the  Stockholders  by  two-thirds  of 
the  votes  which  could  be  legally  given  in  favor  of  the 
same  " 


11.5 


RESOLUTIONS   OF   STOCKHOLDERS. 

Office  Wilmington  &  Manchester  R.  R.  Co. 
Marion  Court  House,  S.  ft,  April  12th,  185. 

At  a  general  meeting  of  the  Stockholders  of  the  Wil- 
mington and  Manchester  Railroad  Company,  held  at  Wil- 
mington, N.  C,  on  Thursday,  the  10th  of  April,  1S51, 
pursuant  to  the  resolutions  of  the  Stockholders  of  said 
Company  adopted  at  their  general  meeting,  held  at  Marion 
Court  House,  S.  C,  on  the  12th  of  March  last.  There 
being  present  in  person  and  by  proxy,  6574  shares,  being 
more  than  two-thirds  of  all  the  stock  now  subscribed,  and 
entitled  to  more  than  two-thirds  of  the  votes  which  could 
be  given.  The  following  Preamble  and  Resolutions  were 
upon  motion  of  Wm.  Wright,  Esq.,  unanimously  adopted. 

"  Whereas,  it  is  important  that  the  entire  line  of  Rail- 
road from  Wilmington  N.  C,  to  Manchester,  S.  C,  should 
be  speedily  completed,  and  the  same  put  into  successful 
operation,  and  it  is  deemed  expedient  that  for  the  pur- 
poses aforesaid,  the  President  and  Directors  of  this  Com- 
pany be  authorized  to  borrow  money,  to  issue  certificates, 
or  other  evidences  of  such  loans,  to  make  the  same  con- 
vertible into  the  stock  of  this  Company,  at  the  pleasure  of 
the  holders  of  the  same,  and  to  pledge  the  property  of  the 
Company  for  the  payment  of  the  same  with  interest — it  is 
therefore — 


19 

"  Resolved,  That  the  President  and  Directors  of  this 
Company,  or  a  majority  of  them,  be  and  they  are  hereby 
authorized  and  empowered  for,  and  in  behalf  of  this  Com- 
pany, to  borrow  a  sum  not  exceeding  in  the  aggregate 
eight  hundred  thousand  dollars,  ($800,000)  and  to  issue  as 
evidences  of  such  loan  or  loans,  as  may  be  negotiated  by 
them  by  virtue  of  this  resolution  ;  certificates  or  bonds  to 
be  signed  by  the  President,  and  attested  by  the  corporate 
seal  of  this  Company,  which  said  certificates  or  bonds 
shall  be  redeemable  or  payable,  not  less  than  ten,  nor 
more  than  twenty  years,  from  their  several  and  respective 
dates,  shall  bear  interest  not  exceeding  seven  per  centum 
per  annum,  payable  semi-annually ;  and  the  same  shall 
at  the  pleasure  of  the  holders  thereof,  be  convertible  into 
the  stock  of  this  Company,  at  its  par  value — 

"  Resolved,  That  to  secure  the  payment  of  the  Certificates 
of  loan  or  bonds,  so  as  aforesaid  to  be  issued,  and  also  of 
the  interest  accruing  on  the  same,  the  President  and  Direc- 
tors of  this  Company  be,  and  they  are  hereby  authorized 
and  empowered  to  execute  a  deed  of  mortgage,  transfer- 
ring all  and  singular,  the  real  and  personal  estate,  pro- 
perty and  effects  now  belonging  to  this  Company,  and  a 
subsequent  deed  of  all  the  real  or  personal  property  or  ef- 
fects which  may  be  acquired  by  this  Company  from  the 
proceeds  of  the  sales  of  the  certificates  of  loan  or  bonds 
to  be  issued  as  aforesaid,  in  which  said  several  deeds,  all 
such  covenants,  conditions,  uses  and  trusts,  shall  be  con- 
tained as  to  the  President  and  Directors  shall  seem  expe- 
dient and  proper." 

I  certify  that  the  above  is  a  correct  copy  from  the  pro- 
ceedings of  the  Stockholders  meeting,  held  as  above 
stated, 

JNO.  McRAE,  Jr.,  Secretary. 


20 

RESOLUTION  OF  BOARD  OF  DIRECTORS. 

Office  of  Wilmington  &  Manchester,  R.  R.  Co 
Marion  C.  H.  S.  C.  April  12th.,  1851 


:1 


At  a  meeting  of  the  Board  of  Directors  of  this  Company, 
held  at  Wilmington,  N.  Ca.,  on  the  10th.,  inst.,  the  fol- 
lowing resolution  was  unanimously  adopted,  viz, — 

"Resolved,  That  the  President  be  authorized  to  issue  the 
bonds  of  this  Company,  to  the  amount  of  Eight  Hundred 
Thousand  Dollars,  bearing  seven  per  cent,  per  annum  in- 
terest payable  semi-annually — redeemable  in  ten  to  twenty 
years  as  may  agreed  on  ;  or  to  him  shall  seem  best,  which 
said  bonds  may  be  convertible  into  the  stock  of  this  Com- 
pany at  its  par  value  at  the  option  of  the  holders  thereof 
within  any  time,  from  the  dates  thereof  to  within  one  year 
prior  to  the  maturity  of  the  bonds — and  that  he  be  author- 
ized to  execute  a  deed  mortgaging  the  property  and  effects 
of  this  Company,  now  in  possession  and  to  be  hereafter 
acquired  by  the  proceeds  of  said  bonds  : — with  such  trusts 
as  may  be  deemed  advisable  for  the  interest  of  this  Com- 
pany to  such  Trustee  as  may  be  selected  by  him." 

A  true  copy  from  the  minutes  of  the  Board  of  Directors 
of  the  Wilmington  &  Manchester  Railroad  Company. 

JNO.  McRAE  Jr.  Secretary. 


21 
FORM  OF  THE  BOND. 

UNITED    STATES    OF    AMERICA; 

CONVERTIBLE    LOANS    OF    THE 

WILMINGTON   AND   MANCHESTER.    RAILROAD    COMPANY, 

Chartered  oy  the  joint  Acts  of  the  States  of  South  Carolina 
and  North  Carolina. 

Know  all  men  by  these  presents,  That  the  Wil- 
mington and  Manchester  Railroad  Company  acknowledge 
themselves  to  owe,  for  money  received  to  purchase  and 
transport  iron  rails,  and  for  superstructure  and  equipments 
for  and  construction  of  their  road,  to  Edward  Sandford  or 
bearer  one  thousand  dollars,  which  sum  said  Company 
promise  to  pay  to  the  said  Edward  Sandford,  or  to  the 
holder  hereof,  at  the  Merchants'  Bank  in  the  City  of  New 
York,  on  the  first  day  of  June,  eighteen  hundred  and 
sixty-six,  together  with  interest  thereon  at  the  rate  of 
seven  per  cent,  per  annum,  semi-annually  on  the  first  day 
of  June  and  the  first  day  of  December  ensuing  the  date 
hereof,  until  the  said  principal  sum  shall  be  paid,  on  the 
presentation  of  the  annexed  coupon  or  interest  warrants  at 
the  Merchants'  Bank  in  the  city  of  New  York.  And  the  said 
Company  also  agree  to  transfer  to  the  holder  hereof,  at 
any  time  prior  to  the  first  day  of  June,  eighteen  hundred 
and  sixty-five,  wherever  such  holder  shall  elect  to  receive 
the  same,  on  the  delivery  of  this  obligation  and  of  the  un- 
paid coupon  to  the  trustee  named  in  the  annexed  certifi- 
cate,ror  to  his  successor  in  the  trust  in  the  City  of  New 
York,  or  to  the  treasurer  of  the  said  Company  in  Wil- 
mington, North  Carolina,  ten  shares  of  one  hundred  dollars 
each,  of  the  capital  stock  of  said  Company,  in  exchange 
for  and  in  satisfaction  of  this  obligation.  And  said  Com- 
pany further  agree  that  this  obligation  and  all  rights  and 
benefits  arising  therefrom,  may  be  transferred  by  general 


22 

or  special  endorsement,  or  by  delivery,  as  though  the  same 
were  a  note  of  hand  payable  to  bearer,  hereby  waiving 
all  benefit  from  appraisement  or  valuation  laws. 

In  testimony  whereof,  the  said  Company  have  hereunto 
caused  to  be  affixed  their  Corporate  Sea],  and  these  pre- 
sents to  be  subscribed  by  their  President. 

Dated,  Wilmington,  N.  C, 
the  first  day  of  May,  1851. 

W.  W.  HARLLEE, 

Attest,  President. 

John  McRae,  Jun.,  Sec'y. 


I,  Edward  Sandford,  hereby  certify  that  the  Wilming- 
ton and  Manchester  Railroad  Company  have  executed  to 
me  a  deed  of  trust  or  mortgage,  purporting  to  convey  their 
road  and  its  appurtenances,  as  specified  in  the  said  instru- 
ment, in  trust  for  the  benefit  of  the  holders  of  their  Bonds 
of  similar  tenor  as  the  foregoing,  to  an  amount  not  exceed- 
ing in  all  six  hundred  thousand  dollars,  with  power  to 
take  possession  of  and  use  or  sell  the  same,  or  any  part 
thereof,  after  a  default  in  paying  the  interest  or  principal 
of  said  Bonds,  or  any  of  them,  and  that  the  foregoing  is 
one  of  the  several  Bonds  described  in,  and  secured  by  said 
deed,  and  that  I  have  caused  said  deed  to  be  recorded  in 
the  several  counties  of  the  States  of  North  Carolina  and 
South  Carolina  through  which  said  road  passes. 

Trustee. 


FORM  OF  COUPON. 


The  Wilmington  and  Manchester  Railroad  Company 
will  pay  to  the  holder  hereof,  on  the  first  day  of  Decern- 


23 

ber,  eighteen  hundred  and  fifty-one,  at.  the  Merchants' 
Bank  in  the  City  of  New  York,  thirty-five  dollars  interest, 
due  on  that  day  on  their  Bond,  No. 

$35. 

Treasurer. 


FORM  OF  THE   MORTGAGE. 

This  Indenture  made  the  first  day  of  May,  in  the 
year  One  thousand  eight  hundred  and  fifty  one,  between 
the  Wilmington  and  Manchester  Railroad  Company, 
a  corporation  duly  constituted  as  such  by  the  law3  of  the 
states  of  North  and  South  Carolina,  of  the  first  part  and 
Edward  Sandford  of  the  city  of  New  York  of  the  second 
part. 

Whereas,  the  parties  of  the  first  part,  pursuant  to  the 
terms  of  the  statutes  of  the  said  States,  incorporating 
them,  and  other  statutes  of  said  States  affecting  them  are 
engaged  in  constructing  a  railroad  from  Wilmington,  in 
the  state  of  North  Carolina  aforesaid,  to  Manchester,  in 
the  state  of  South  Carolina  aforesaid,  and  for  that  pur- 
pose need,  and  have  resolved  to  purchase  and  transport 
iron  rails,  machinery,  &c,  therefor;  and  also  to  raise 
money  for  such  purchase  and  transportation  to  an  amount 
not  exceeding  six  hundred  thousand  dollars,  and  in  order  to 
secure  payment  therefor,  or  repayment  thereof,  to  execute 
within  the  present  year  certain  bonds  not  exceeding  six 
hundred  in  number,  for  the  sum  of  one  thousand  dollars 
each,  to  the  persons  who  shall  purchase  the  same,  or 
furnishing  such  rails,  machinery  and  materials  therefor, 
payable  on  the  first  day  of  June,  in  the  year  Eighteen 
hundred  and  sixty  six,  and  bearing  interest  at  the  rate  of 
seven  per  centum  per  annum,  payable  semi-annually,  on 
the  first  day  of  each  December,  and  of  each  June,  en- 
suing the  date  thereof,  until  the  principal  shall  be  paid,  to 
be  on  an  equality  so  far  as  regards  security  for  the  repay- 


24 

merit  thereof  by  these  presents,  notwithstanding  the  same 
may  be  issued  at  different  times,  each  of  said  bonds  being 
authenticated  by  a  certificate  signed  by  said  party  of  the 
second  part,  and  containing  a  clause  permitting  the 
holders  thereof  to  exchange  the  same  at  par  for  shares  of 
stock  in  said  railroad  company  at  par. 

Now  therefore,  this  Indenture  witnesseth  :  That  the 
said  parties  of  the  first  part  in  order  to  secure  the  pay- 
ment of  said  bonds  and  interest,  and  in  consideration  of 
the  sum  of  one  dollar  to  them  at  the  sealing;  and  deliver- 
ing  hereof,  in  hand,  paid  by  the  said  party  of  the  second 
part  the  receipt  whereof  is  hereby  acknowledged,  have 
granted,  bargained,  sold,  transferred  and  conveyed,  and  by 
these  presents  do  grant,  bargain,  sell,  transfer  and  convey 
to  the  said  party  of  the  second  part,  his  successors  in 
the  trust  hereby  created  and  assigned,  all  the  follow- 
ing present  and  in  future  to  be  acquired  property  of  the 
said  parties  of  the  first  part,  that  is  to  say,  their  road 
made  or  to  be  made,  including  the  right  of  way  and  land 
occupied  thereby  together  with  the  superstructure  and 
tracts  thereon,  and  all  rails  and  other  materials  used 
therein,  or  procured  therefor,  inclusive  of  the  iron  rails 
purchased  or,  to  be  purchased  or  paid  for  with  the  above 
described  bonds  or,  the  money  obtained  therefor  ;  bridges, 
viaducts,  culverts,  fences,  depot  grounds,  and  buildings 
thereon,  engines,  tenders,  cars,  tools,  materials,  machinery, 
contracts  and  all  other  personal  property,  right  thereto  or 
interest  therein;  together  with  the  tolls,  rents,  or  income, 
to  be  had  or  levied  therefrom,  and  all  franchises,  rights 
and  privileges  of  the  said  parties  of  the  first  part  of,  in,  to, 
or  concerning:  the  same.  But  nothing  herein  contained 
shall  be  construed  to  prevent  the  parties  of  the  first  part 
from  selling,  hypothecating,  or  otherwise  disposing  of  any 
city  bonds  or  other  securities  received  in  payment  of  stock 
or  otherwise,  or  of  any  lands  or  other  property  of  the  com- 
pany not  necessary  to  be  retained  for  their  roadway, 
depot,  grounds,  stations,  nor  required  for  the  construction 


25 

or  convenient  use  of  their  road,  nor  from  collecting  monies 
due  the  company,  on  stock,  subscriptions,  or  otherwise, 
provided  they  shall  diligently  proceed  to  collect  and  faith- 
fully apply  all  such  means  to  the  construction  and  equip- 
ment of  their  said  road  :  And  provided  also  that  as  default 
shall  have  been  made  in  the  payment  of  the  interest  or 
principal  of  any  of  the  above  described  bonds. 

To  have  and  to  hold  the  said  premises  and  every  part 
thereof  with  the  appurtenances,  unto  the  said  party  of  the 
second  part,  his  successors  in  said  trust  and  assigns  upon 
the  following  trusts,  that  is  to  say,  in  case  the  said  parties 
of  the  second  part  shall  fail  to  pay  the  principal  or  any 
part  thereof,  or  any  of  the  interest,  on  any  of  said  bonds 
at  any  time  when  the  same  may  become  due  and  payable 
according  to  the  tenor  thereof,  when  demanded,  then 
after  sixty  days  from  such  default,  upon  request  of  the 
holder  of  such  bond,  the  said  party  of  the  second  part, 
his  successors  in  said  trust  or  assigns  may  enter  into,  and 
take  possession  of  all  or  any  part  of  said  premises,  and, 
as  the  attorney,  in  fact,  or  agent  of  the  said  parties  of  the 
first  part  by  himself,  or  agents  or  substitutes  duly  consti- 
tuted, have  use  and  employ  the  same,  making  from  time 
to  time  all  needful  repairs,  alterations  and  additions 
thereto  ;  and  after  deducting  the  expenses  of  such  use, 
repairs,  alterations  and  additions  thereto ;  apply  the  pro- 
ceeds thereof  to  the  payment  of  the  principal  and  interest 
of  all  of  said  bonds  remaining  unpaid.  Or,  the  said 
party  of  the  second  part,  his  successors  in  said  trust  and 
assigns,  at  his  or  their  discretion  may,  or,  on  the  written 
request  of  the  holders  of  at  least  one  half  of  the  bonds 
then  unpaid  and  unconverted  into  stock,  shall  cause  the 
said  premises  or  so  much  thereof  as  shall  be  necessary  to 
pay  and  discharge  the  principal  and  interest  of  all  such  of 
said  bonds  as  may  then  be  unpaid  and  unconverted  as 
aforesaid,  to  be  sold  at  public  auction  in  the  city  of 
Wilmington,  in  the  state  of  North  Carolina,  or  in  the  city 
of  New  York,  giving  at  least  forty  days  notice  of  the  time, 

4 


26 

place  and  terms  of  such  sale,  and  of  the  specific  property 
to  be  sold  by  publishing  the  same  in  two  newspapers  of 
good  circulation  in  each  of  the  cities  aforesaid,  and 
wherever  else  required  by  law,  and  execute  to  the  pur- 
chaser or  purchasers  thereof  a  good  and  sufficient  deed  of 
conveyance  in  fee  simple  for  the  same,  which  shall  be  a 
bar  against  the  parties  of  the  first  part,  their  successors 
and  assigns,  and  all  persons  claiming;  under  them  of  all 
right,  interest,  or  claim  in  or  to  said  premises  or  any  part 
thereof;  and  said  trustee  shall,  after  deducting  from  the 
proceeds  of  said  sale,  the  costs  and  expenses  thereof,  and 
of  managing  such  property,  apply  so  much  of  the  proceeds 
as  may  be  necessary  to  the  payment  of  said  principal 
and  interest  due  or  unpaid  on  said  bonds,  and  shall  re- 
store the  residue  thereof  to  the  parties  of  the  first  part;  it 
being  hereby  expressly  understood  that  in  no  case  shall 
any  claim  or  advantage  be  taken  of  any  valuation,  ap- 
praisement or  extension  laws  by  the  said  parties  of  the 
first  part,  nor  any  injunction  or  stay  of  proceedings,  or- 
any  process  be  applied  for  or  obtained  by  them  to  prevent 
such  entry  or  sale  as  aforesaid. 

And  the  said  parties  of  the  part  hereby  covenant  for 
the  consideration  aforesaid  to  execute  and  deliver  any 
fnrther  reasonable  and  necessary  conveyance  of  the  pre- 
misos  or  any  part  thereof  to  the  said  party  of  the  second 
part,  his  successors  in  said  trust,  or  assigns,  for  more  fully 
carrying  into  effect  the  objects  hereof,  particularly  for  the 
conveyance  of  any  property  subsequently  to  the  date 
hereof;  acquired  by  said  parties  of  the  first  part  and  com- 
prehended in  the  description  contained  in  the  premises. 
And  the  said  parties  of  the  first  part  hereby  further 
covenant,  as  aforesaid,  that  the  money  obtained  for  the 
purposes  aforesaid  upon  the  said  bonds,  shall  be  faith - 
fullv  applied  to  the  purchase  and  transportation  of  iron 
and  machinery  for  said  road,  and  to  the  construction  of 
said  road,  and  the  expenses  attending  such  loan  and 
purchase,  and  that  said  iron  and  machinery  so  purchased 


27  _ 

shall  be  transported  and  used  with  due  diligence,  in  the 
construction  and  finishing  of  same  railroad.  And  it  is 
hereby  mutually  agreed  and  these  presents  are  upon  this 
express  condition,  that  upon  payment  of  the  principal  and 
interest,  or  the  conversion  thereof  into  stock,  in  manner 
named  in  said  bonds,  the  estate  hereby  granted  to  said 
party  of  the  second  part  shall  be- void,  and  the  right  to  the 
premises  hereby  conveyed,  shall  revert  to  and  revest  in 
the  said  parties  of  the  first  part,  without  any  acknow- 
ledgment of  satisfaction,  reconveyance,  re-entry,  or  other 
act.  And  it  is  also  further  mutually  agreed  that  the  said 
party  of  the  second  part,  his  successors  in  said  trust  and 
assigns  shall  only  be  accountable  for  reasonable  diligence 
in  the  management  therof,  and  shall  not  be  responsible  for 
the  acts  of  any  agents  employed  by  him  or  them  where  such 
agent  is  selected  with  reasonable  discretion,  and  that  said 
party  of  the  second  part,  his  successors  in  said  trust  or  as- 
signs shall  be  entitled  to  receive  proper  compensation  for 
every  labor  or  service  performed  by  him  in  the  discharge  of 
his  trust,  in  case  he  shall  be  compelled  to  take  possession  of 
said  premises,  or  any  part  thereof,  or  manage  the  same. 
And  it  is  further  mutually  agreed,  that  in  case  of  the  death, 
mental  incapacity,  or  resignation  of  the  said  party  of  the 
second  part,  all  his  estate  right,  interest,  power,  and  con- 
trol in  the  premises  shall  be  divested,  cease  and  determine, 
and  the  same  shall  from  thenceforth,  for  the  purposes 
aforesaid,  be  vested  in  R.H.  Winslow,  and  all  and  singular 
the  trusts  and  duties  herein  before  enumerated,  shall  de- 
volve upon  the  said  El.  H.  Winslow,  of  the  City  of  New 
York,  without  any  other  or  further  assurance  or  convey- 
ance of  or  for  the  same.  And,  in  case  of  the  death,  men- 
tal incapacity,  or  resignation  of  the  said  R.  H.  Winslow, 
after  the  trust  hereby  created  shall  have  devolved  upon 
him,  the  said  parties  of  the  first  part  shall,  or  in  their  de- 
fault to  take  proceedings  therefor  for  thirty  days,  the  hold- 
ers of  a  majority  of  the  said  bonds  may  apply  to  the  Su- 
perior Court  of  the  State  of  North  or  South  Carolina  sitting 


28 

in  any  county  or  district  in  said  State,  to  appoint  a  new- 
trustee,  being  a  resident  of  the  City  of  New  York,  to  sup- 
ply his  place  ;  and  thereupon  such  new  trustee  shall  be- 
come invested,  for  the  purposes  aforesaid,  with  all  the 
rights  and  interest  hereby  conveyed  to  or  vested  in  the 
said  party  of  the  second  part,  without  any  further  assur- 
ance or  conveyance  for  the  same,  but  if  the  same  shall  be 
necessary,  both  or  either  of  the  parties  hereto  shall  exe- 
cute any  necessary  releases  or  conveyances  for  that  pur- 
pose. 

In  witness  whereof,  the  parties  of  the  first  part  have 
caused  their  corporate  seal  to  be  hereto  affixed,  and  the 
same  to  be  subscribed  by  their  President,  (and  in  compli- 
ance with  the  laws  of  North  Carolina,)  by  two  of  their 
Directors  :  and  the  said  party  of  the  second  part  has  set 
his  hand  and   seal  the  day  and  year  first  above  written. 

Signed,  sealed  and  deliver- 
ed in  the  presence  of, 

LEGAL  OPINION. 

I  have  examined  the  several  Acts  passed  by  the  re- 
spective Legislatures  of  the  state  of  North  Carolina,  and 
South  Carolina  incorporating  the  Wilmington  and  Man- 
chester Rail  Road  Company,  and  the  Act  subsequently 
passed  by  the  Legislature  of  the  state  of  North  Carolina, 
expresslly  authorising  the  Company  to  issue  its  Bonds 
bearing  interest  at  seven  per  cent.,  payable  in  said  State 
or  out  of  it,  and  to  sell  and  dispose  of  such  Bonds  upon 
such  terms  as  the  Company  shall  deem  best  to  raise 
money  to  complete  and  stock  their  road. 

I  have  also  examined  the  proceedings  and  resolutions 
of  the  Stockholders  of  said  Company,  at  their  meeting 
held  on  the  10th  of  April,  1S51,  and  of  the  Board  of 
Directors  of  said  Company,  at  their  meeting  held  on  the 
same  clay. 


29 

I  am  of  the  opinion,  that  under  the  said  laws,  the  reso- 
lutions passed  by  said  Stockholders,  and  the  resolutions 
adopted  by  its  Board  of  Directors,  the  said  Company  has 
the  right  to  issue  and  sell  such  an  amount  of  their  Bonds, 
not  exceeding  in  the  aggregate,  the  sum  of  Eight  hundred 
thousand  dollars,  as  the  Company  shall  deem  necessary 
to  raise  money  to  complete  and  stock  their  road ;  such 
Bonds  to  be  made  payable  at  not  less  than  ten  nor  more 
than  twenty  years  from  their  date. 

That  the  Company  has  also  proper  authority  to  mort- 
gage its  property  and  effects  to  secure  the  payment  of 
said  Bonds  with  the  interest  thereon. 

I  have  also  examined  the  form  of  the  Bond  proposed 
to  be  executed  by  said  Company  for  the  purposes  afore- 
said, and  also  of  the  mortgage  to  be  executed  by  said 
Company  to  Trustees,  to  receive  the  payment  of  said 
Bonds  with  interest,  copies  of  which  Bond  and  mort- 
gage are  annexed.  I  am  of  the  opinion  that  the 
said  Bond  and  mortgage  are  in  proper  form,  and 
that  the  President  of  said  Company  has  been  duly  in- 
vested by  the  Stockholders  and  Directors  thereof,  with 
all  the  powers  and  authority  requisite  to  the  proper 
and  legal  execution  thereof  by  him,  to  render  the  same 
binding  and  obligatory  upon  said  Company.  And  that 
the  said  President  has  full  power  and  authority  to  sell 
and  dispose  of  said  Bonds  upon  such  terms  as  to  him 
shall  seem  best  for  the  interests  of  said  Company,  at  or 
below  par. 

EDWARD  SANDFORD. 

Neiv  York,  April  28th,  1851. 


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